In its mid-season finale, "The Walking Dead" went out guns blazing, killing off several main characters and destroying, well, pretty much everything as Rick-Governor showdown Pt. 2 blew over the barbed battleground.

In the opening sequence of this week's "The Walking Dead," the Governor cuts right to the chase. He explains to his group that there is a prison nearby, with high walls and fences and peace of mind — three things his camp surrounded by a little barbed wire does not have.

“We stay here, we’ll die,” he says bluntly.

He also explains that there is a group of people living at the prison — thieves and murderers who destroyed his last fortress of survivors, mutilated him and killed his daughter.

He wants to kick those bad people out of the prison, and has captured two of them (Michonne and Hershel) in efforts to take their new home “as peacefully as possible.”

But he says the group needs to be willing to take the prison by force if necessary.

It’s a big, heaping dose of Governor manipulation. And he does a quality job, as the group unquestioningly is ready to go to war. Gov. tells them to pack up, and they begin to mobilize.

Lilly is skeptical, but Gov. brushes her off, telling her he loves her and just wants to keep her safe.

Back in the prison, things are much calmer with Rick’s clan. The flu survivors are on the mend and the disgustingly-in-love couple of Maggie and Glenn talk about their approaching anniversary.

Daryl fumes over not being consulted on Rick’s decision to keep Carol from returning. Sasha thanks Bob for saving her life. And Tyreese is still trying to crack the “who killed Karen?” case.

Before Rick can tell him that Carol is culprit, a massive shot rumbles the prison walls. Rick and his group emerge from the prison to see Gov. and his team outside the prison in full force — a solid 20 people with six vehicles and Mitch’s tank. The tank might be the x-factor, just a guess …

JUST TALKING

In short, the Gov. and Rick have reached an impasse.

Gov. says “we need this prison,” and that because he and his tank-wielding pals have more manpower and firepower, Rick’s group needs to pack up and go.

Rick says he and his people will fight for the prison, and once the bullets start flying, too many walkers will come at the sound of the rounds, tear down the fences and no one will be able to live in the prison.

TOP ZOMBIE KILLS

• There's a lot to choose from this week, but Daryl stabbing that walker and using it as a shield was epic.

• And this isn't a zombie kill, but Michonne finally ending the Governor like she always wanted was so sweet.

“We can all live together,” Rick says, pleading for Gov. and his people to use their reason and not their force.

“We can still come back,” Rick says. “We can change.”

“Liar,” Gov. says, holding Michonne's katana to Hershel's throat …

BULLET POINTS

Okay guys, this is where things start to get too crazy for a straight narrative, so in the spirit of the massive firefight we are about to review, here are some bullet points.

• After calling Rick a liar, Gov. slices Hershel’s throat with Michonne’s katana, sparking an all-out battle royale with bullets flying in all directions. He yells for his group to “kill them all!”

• Maggie and Beth are screaming and crying for their dad from the inner fence. Who thought a katana would be Hershel’s downfall?

• Rick shoots Gov. in the arm. While retreating, Rick gets shot in the leg. A fair trade for the time being.

• Gov.’s people begin to converge on the prison, following Mitch and his tank as he runs down the prison’s outer fences.

• A badly wounded Hershel (how didn’t he die immediately?) crawls away, but Gov. catches up to him and chops his head off with the katana.

• As Gov. finishes off Hershel, Lilly approaches with a dead Megan in her arms. Megan was bit while playing in the mud down by the river. Gov. shows little remorse to his “pumpkin” dying and shoots Megan in the head to keep her from turning.

• While this is all going on, walkers stumble onto the property, just to make things all the more epic as the survivors take out the undead and the living in a blaze of bullets.

• As the tank continues to move in, with Gov.’s people behind it, it fires wildly at the prison walls, virtually destroying the thing they were fighting for.

• The non-fighting survivors of Rick’s group pile onto the emergency bus, ready to bolt. Glenn is on there with them.

• Daryl uses grenades and a walker-undead-human-shield to kill a few of Gov.’s guys and blow up the inside of Mitch’s tank. He then shoots Mitch with his crossbow, killing Gov.’s right-hand man.

• Bob Stookey gets shot in the shoulder during the fight, but no one really cares.

• Little Lizzie and Mika get in on the bloodshed, killing two of the Gov.’s people to save Tyreese who gets the kids to safety, we think.

• The bus with all those survivors leaves Maggie, Sasha and Bob behind, along with Tyreese and those kids, apparently. And Michonne. And Daryl. And Rick. And Carl.

• Gov. and Rick have a Fight Club fist fight out in the prison yard, which Gov. is clearly winning as he beats Rick bloody and senseless. Gov. begins choking Rick to death, but just before the sheriff’s last breath, Michonne swoops in and impales Gov. through the chest with her katana. She doesn’t finish him off for whatever merciful reason.

• A bloodied, beaten and shot Rick stumbles into the prison’s inner yard screaming for Carl, who he finds immediately (for a change). They look for Judith and find her carrier empty with what looks like blood in it. We don’t know if the baby is dead, but Rick and Carl assume she is and cry a whole bunch.

• As Gov. lies dying on the ground, Lilly comes over, covered in Megan’s blood and puts a final shot into the Gov., killing him. No need for an eyepatch where he’s going.

• Rick and Carl leave the burning, smoking prison as they hobble into the woods. “Don’t look back,” Rick says.

NOTES

• Well, that was fun. Crazy, and a little desperate, but fun. Did anyone else feel like after a season that lacked a bit in action, this was too over the top in an effort to make up for it?

• So, the Governor is dead, Rick's group is scattered and the prison is destroyed. What happens now? This is a similar feeling to the end of season 2 when the farm was overtaken and Andrea was lost.

• At the end of this episode, much of Rick's people are unaccounted for, to each other at least. We'd have to imagine most of them will meet up again, but I fear that much of the back half of season 4 will be regrouping and searching for each other. That's no fun.

• Or will we just see multiple plot lines, without them finding each other in the next 8 episodes?

• By my count, here are the new issues to be dealt with when "The Walking Dead" returns:

- Rick needs medical attention. He and Carl need shelter.
- Rick and Carl need to find Judith, if she's still alive, which she probably is because who kills off a baby?
- Beth and Maggie, and Maggie and Glenn are separated. That will need to be remedied.
- Bob is shot and needs medical attention, too.

• Can we even begin to guess how many human lives have been lost due to the Governor's actions? His attempts to keep people safe have led to the deaths of dozens and dozens of survivors.

• It bothered me a little that Michonne didn't finish off Gov. after stabbing him. It would have been very satisfying to see her slice his head, right through the other eye.

• For all the chaos of this episode, the moment that really made me scream "oh!" was when the kids took down those two from Gov.'s camp. I'm sure the effects of killing people won't twist their minds at all ... I mean, hey, look at Carl! He's fine!

• How Tyreese didn't get shot in that sequence, I will never understand. Gov. should have given his people some gun training before the siege.

But this is just my rambling. What did you think of the episode? Comment below.